8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 17, 2009

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Washington (State or Other Jurisdiction
of Incorporation) 0-16614 (Commission File No.) 91-1261311 (IRS Employer
Identification No.)

7000 Shoreline Court, Suite 270, South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

(206) 281-7001

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01.Entry into a Material Definitive Agreement.

On November 20, 2009, Poniard Pharmaceuticals, Inc. (the “Company”) entered into a first amendment to the Common Stock Purchase Agreement, dated August 19, 2009 (the “Purchase Agreement”), by and between the Company and Azimuth Opportunity Ltd. (“Azimuth”), under which the Company maintains an up to $60 million equity line of credit arrangement. The amendment reduces the lowest threshold price at which the Company may sell shares during a draw down period to $1.00 and sets the discount to Azimuth for any draw down at the $1.00 threshold price at 93.5% of the daily volume weighted average price of the Company’s common stock during the draw down period (or a 6.5% discount) (which limitations the parties are expressly permitted under the Purchase Agreement, as amended, to modify or waive by mutual agreement.)

The foregoing description is qualified in its entirety by reference to the Purchase Agreement dated August 19, 2009, between the Company and Azimuth, and to Amendment No. 1 thereto, dated as of November 20, 2009, included as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.

Section 8 — Other Events

Item 8.01.Other Events.

(a)Equity Line Draw Down

The Purchase Agreement provides that from time to time over the term of the Purchase Agreement, and at the Company’s discretion, it may present Azimuth with draw down notices to purchase the Company’s common stock over ten consecutive trading days or such other period mutually agreed upon by the Company and Azimuth (a “ draw down period”), with each draw down subject to limitations set forth in the Purchase Agreement based on the price of the Company’s common stock and a limit of 2.5% of the Company’s market capitalization at the time of such draw down (which limitations the parties are expressly permitted under the Purchase Agreement to modify or waive by mutual agreement).

On November 18, 2009, the Company presented Azimuth with a draw down notice to purchase $7,500,000 of the Company’s common stock, subject in all cases to trading market and ownership limitations specified therein and in the Purchase Agreement.  Although the Purchase Agreement, as in effect at the time of delivery of the draw down notice, provided that the lowest threshold price that may be set was $3.00, the threshold price that the Company set in such draw down notice was $1.00, and Azimuth agreed to waive the $3.00 threshold price limitation for this draw down.  In addition, Azimuth agreed to waive the 2.5%

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market capitalization limitation for this draw down. As expressly permitted by the Purchase Agreement, the parties also mutually agreed that the pricing period for this draw down would be five (rather than 10) consecutive trading days, or such shorter period as determined by Azimuth (provided that Azimuth has agreed to purchase the full $7,500,000 draw down request, subject in all cases to trading market and ownership limitations set out in the draw down notice and the Purchase Agreement).  Furthermore, as expressly permitted by the Purchase Agreement, the parties mutually agreed that the discount to Azimuth for this draw down would be equal to 92.0% of the daily volume weighted average price of the Company’s common stock during the pricing period of the draw down (or an 8.0% discount).

On November 23, 2009, the Company expects to settle with Azimuth on the purchase of 3,465,878 shares of the Company’s common stock under the terms of this draw down notice and the Purchase Agreement at an aggregate purchase price of $7,446,678.  The Company will receive estimated net proceeds from the sale of these shares of approximately $7,300,000 after deducting its estimated offering expenses. In connection with this sale of the Company’s common stock, the Company is filing, as Exhibit 5.1 hereto, an opinion of its counsel, Perkins Coie LLP.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement dated August 19, 2009, between the Company and Azimuth, and to Amendment No. 1 thereto, dated as of November 20, 2009, included as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.

(b)Press Release Announcing Updated Clinical Data

On November 17, 2009, the Company issued a press release announcing updated clinical data from its Phase 2 trial of picoplatin in patients with metastatic colorectal cancer and new results from its Phase 1 cardiac safety trial.  A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference, specifically including the cautionary note regarding forward-looking statements contained in the press release.

Forward-Looking Statements

Certain statements in this Form 8-K are forward-looking statements that involve a number of risks and uncertainties.  Such forward-looking statements include statements about the expected settlement of the sale and purchase of common stock described herein and the Company’s receipt of net proceeds therefrom.  For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995.  Actual events or results may differ materially from the Company’s expectations.  Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the Company’s ability to satisfy applicable closing conditions under the Purchase Agreement and Azimuth’s compliance with its obligations to purchase the shares of common stock.  Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s

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other filings with the Securities and Exchange Commission.  These forward-looking statements represent the Company’s judgment as of the time of the filing of this Form 8-K.  The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Section 9 — Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

5.1Opinion of Perkins Coie LLP

10.1Common Stock Purchase Agreement, dated August 19, 2009, by and between Poniard Pharmaceuticals, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 20, 2009)

10.2Amendment No. 1, dated as of November 20, 2009, to Common Stock Purchase Agreement, dated August 19, 2009, by and between Poniard Pharmaceuticals, Inc. and Azimuth Opportunity Ltd.

99.1Press Release dated November 17, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Poniard Pharmaceuticals, Inc.
Dated:  November 20, 2009	By:	/s/ Gregory L. Weaver
		Name: Gregory L. Weaver
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Perkins Coie LLP
10.1	Common Stock Purchase Agreement, dated August 19, 2009, by and between Poniard Pharmaceuticals, Inc. and Azimuth Opportunity Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 20, 2009)
10.2	Amendment No. 1, dated as of November 20, 2009, to Common Stock Purchase Agreement, dated August 19, 2009, by and between Poniard Pharmaceuticals, Inc. and Azimuth Opportunity Ltd.
99.1	Press Release dated November 17, 2009

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EX-5.1

Exhibit 5.1

November 20, 2009

Poniard Pharmaceuticals, Inc.

7000 Shoreline Court, Suite 270

South San Francisco, CA 94080

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offering by Poniard Pharmaceuticals, Inc., a Washington corporation (the “Company”), of 3,465,878 shares of the Company’s common stock, par value $0.02 (the “Shares”), pursuant to a Registration Statement on Form S-3, as amended (No. 333-159253) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus dated August 19, 2009 (the “Base Prospectus”), and the prospectus supplement dated November 20, 2009 relating to the Shares, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act (the “Prospectus Supplement”).  (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”)  All of the Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Amended and Restated Articles of Incorporation, the Company’s Amended and Restated Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

This opinion is limited to matters governed by the Washington Business Corporation Act.

We hereby consent to reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the related rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ PERKINS COIE LLP

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO

COMMON STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 (the “First Amendment”) to that certain Common Stock Purchase Agreement, dated August 19, 2009 (the “Agreement”), by and between Poniard Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Washington (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), is entered into as of November 20, 2009 (the “First Amendment Date”).  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

RECITALS

WHEREAS, Section 2.2 of the Agreement and the definition of “Threshold Price” provide that the Threshold Price (as defined) shall not be less than $3.00 per share;

WHEREAS, the Agreement remains in full force and effect;

WHEREAS, Section 9.3 of the Agreement provides that the Agreement may be amended by a written instrument signed by the Company and the Investor; and

WHEREAS, the Company and the Investor now desire to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in the Agreement and this First Amendment, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendment of Section 2.2.  Effective as of the First Amendment Date, Section 2.2 of the Agreement shall be amended to add the following to the end of the table included therein:

“Equal to or greater than $2.00 and less than $3.00	Not to exceed $1,250,000	93.750% of the VWAP”
“Equal to or greater than $1.00 and less than $2.00	Not to exceed $1,000,000	93.500% of the VWAP”

2.Amendment of “Threshold Price” Definition.  Effective as of the First Amendment Date, the definition of “Threshold Price” in Section (iii) of Annex A to the Agreement shall be amended and restated to read in its entirety as follows:

“(iii) “Threshold Price” is the lowest price (except to the extent otherwise provided in Section 2.6) at which the Company may sell Shares during the applicable Pricing Period as set forth in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in accordance with Section 2.2); provided, however, that at no time shall the Threshold Price be lower than $1.00 per share unless the Company and the Investor mutually shall agree.”

3.Continuing Effect of Agreement.  Except as expressly set forth in this First Amendment, all other provisions of the Agreement remain in full force and effect.

4.Governing Law.  This First Amendment shall be governed by and construed in accordance with the internal procedure and substantive laws of the State of New York, without giving effect to the choice of law provisions of such state.

5.Counterparts.  This First Amendment may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE AGREEMENT to be executed and delivered as of the First Amendment Date.

Company:
PONIARD PHARMACEUTICALS, INC.
By:	/s/ Gregory L. Weaver
	Name: Gregory L. Weaver
	Title: Chief Financial Officer
Investor:
AZIMUTH OPPORTUNITY LTD.
By:	/s/ Peter Poole
	Name: Peter Poole
	Title: Director

EX-99.1

Exhibit 99.1

Poniard Pharmaceuticals Announces Updated Positive Clinical Data from Phase 2 Trial of Picoplatin in Colorectal Cancer and New Phase 1 Cardiac Safety Trial Results

- Data Presented at AACR-NCI-EORTC’s “Molecular Targets and Cancer Therapeutics” International Conference -

SOUTH SAN FRANCISCO, Calif., Nov. 17 /PRNewswire-FirstCall/ — Poniard Pharmaceuticals, Inc. (Nasdaq: PARD) today announced updated clinical data from its randomized, controlled Phase 2 trial of picoplatin in patients with metastatic colorectal cancer (CRC).  The updated results indicated that picoplatin, given once every four weeks in combination with 5-fluorouracil and leucovorin in the FOLPI regimen, has comparable efficacy to oxaliplatin, given in combination with 5-fluorouracil and leucovorin in the modified FOLFOX-6 regimen, as a first-line therapy for CRC, as assessed by one-year survival rate, progression-free survival (PFS) and disease control.  The Company also announced new results from its Phase 1 cardiac safety trial, which showed no clinical cardiac-related events, as expected.

New data for both clinical trials were presented today in poster sessions during the AACR-NCI-EORTC’s “Molecular Targets and Cancer Therapeutics” International Conference in Boston.  Picoplatin is a new generation platinum-based chemotherapy agent and the Company’s lead product candidate in development.

“Our updated proof-of-concept Phase 2 safety and efficacy results continue to suggest that picoplatin could be superior to oxaliplatin as a neuropathy-sparing alternative when used in combination as a first-line treatment for metastatic colorectal cancer.  We are continuing follow-up on patients to obtain median overall survival data to facilitate an end of Phase 2 meeting with the U.S. Food and Drug Administration,” said Jerry McMahon, Ph.D., chairman and CEO of Poniard.  “Based on the current data in colorectal cancer, as well as encouraging efficacy and safety data from more than 1,100 cancer patients treated with picoplatin in clinical trials, including the cardiac safety trial data presented today, we are continuing discussions with potential partners.”

Phase 2 CRC Trial Design and Results

The randomized, controlled Phase 2 trial is evaluating picoplatin as a neuropathy-sparing alternative to oxaliplatin for the first-line treatment of metastatic CRC in 101 patients who have not received prior chemotherapy.  The trial is comparing the safety and efficacy (assessed by objective tumor response, PFS and overall survival) of intravenous picoplatin given once every four weeks in combination with bi-weekly 5-fluorouracil and leucovorin (the FOLPI regimen) with oxaliplatin given in combination with 5-fluorouracil and leucovorin in the mFOLFOX-6 regimen.

The new data presented at the AACR-NCI-EORTC Conference continued to demonstrate comparable efficacy between the two arms.  The median PFS was 6.8 months for FOLPI-treated patients and 7.0 months for mFOLFOX-6-treated patients.  Disease control rates (complete response plus partial response plus stable disease rates) were also comparable between the two treatment groups with 75 percent of FOLPI-treated patients and 76 percent of mFOLFOX-6-treated patients experiencing disease control.  To date, the one-year survival rate is 52 percent for patients treated with FOLPI and 55 percent for patients treated with mFOLFOX-6.

With regard to safety, three separate assessments of neuropathy showed that the use of FOLPI was associated with significantly less neurotoxicity than mFOLFOX-6 (p<0.0019).  Neuropathy occurred later and was less frequent and less severe with FOLPI.  Most patients who decided to discontinue FOLFOX because of adverse effects did so because of a Grade 1-3 neuropathy (7 patients on FOLFOX verses no patients on FOLPI).  Updated patient data demonstrated that FOLPI was associated with more frequent and severe, but manageable, neutropenia and thrombocytopenia that resulted in a low frequency of clinical complications and growth factor use for bone marrow suppression.  Most other toxicities, including gastrointestinal toxicity, were shown to be similar in frequency between the two treatment groups.

Cardiac Safety Study Design and Results

Poniard worked collaboratively with the U.S. Food and Drug Administration (FDA) to design the Phase 1 cardiac safety study, which is required for new chemical entities.  The study evaluated the cardiac safety of picoplatin by determining its effect on the cardiac QT/QTc interval by using time-matched pharmacokinetics and electrocardiograms (ECGs).  A total of 45 patients with advanced solid malignancies received 150 mg/m2 picoplatin.  The trial was conducted at seven clinical sites in the United States.

Final results of the study presented at the AACR-NCI-EORTC Conference showed that picoplatin had no effect on the QTcF interval or any other ECG parameters evaluated.  These findings support the clinical data showing that picoplatin does not increase the risk of serious ventricular arrhythmias.  In addition, although the study was not designed to evaluate efficacy, of the 45 cancer patients evaluated, 11 had stable disease and two had a partial response, including a patient who is still undergoing treatment after more than seven months of picoplatin therapy.

About Picoplatin

Picoplatin is a new and differentiated platinum-based chemotherapeutic agent that is in clinical development for multiple cancer indications, treatment combinations and by two routes of administration. It is designed to overcome platinum resistance associated with chemotherapy in solid tumors. Study data to date suggest that picoplatin has an improved safety profile relative to existing platinum-based cancer therapies.  More than 1,100 patients have received picoplatin.  Results obtained to date suggest that hematologic events are

common but manageable.  Kidney toxicity (nephrotoxicity) and nerve toxicity (neurotoxicity) are less frequent and less severe than is commonly observed with other platinum chemotherapy drugs.  Picoplatin has demonstrated anti-tumor activity in a variety of solid tumors.  In addition to the Phase 2 CRC trial, Poniard is evaluating intravenous picoplatin in a Phase 2 trial in patients with castration-resistant prostate cancer.  Final results from the trial of an oral formulation of picoplatin were presented earlier this year.

About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative oncology products to impact the lives of people with cancer.  For additional information please visit http://www.ponird.com.

This release contains forward-looking statements, including statements regarding the results of clinical trials, the potential safety and efficacy of its product candidates, the Company’s business objectives and strategic goals, drug development plans, and regulatory and partnering strategies.  The Company’s actual results may differ materially from those indicated in these forward-looking statements based on a number of factors, including risks and uncertainties inherent in the Company’s business, including, but not limited to, the risk that the Company’s additional analyses of data from clinical trials of picoplatin may produce negative or inconclusive results, or may be inconsistent with previously announced results or previously conducted trials; the results of the Company’s discussions with the FDA and other regulatory authorities; the potential safety and efficacy of the Company’s picoplatin product candidate; the receipt and timing of any FDA and other required regulatory approvals, if any; if regulatory approval of any product candidate is received, the market’s acceptance of that product or the occurrence post-approval problems that may require the withdrawal of picoplatin from the market; the Company’s anticipated operating losses, need for future capital and ability to obtain future funding; competition from third parties; the Company’s ability to preserve and protect its intellectual property rights; the Company’s dependence on third-party manufacturers, suppliers and other contractors; the Company’s lack of sales and marketing experience; the Company’s ability to attract and retain key personnel and enter into strategic partnerships; changes in technology, government regulation and general market conditions; and the risks and uncertainties described in the Company’s current and periodic reports filed with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and its Quarterly Report on Form 10-Q for the period ended September 30, 2009.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.  The Company undertakes no obligation to update any forward-looking statement to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

Poniard and Poniard Pharmaceuticals are trademarks of Poniard Pharmaceuticals, Inc.

CONTACT:  Susan Neath (Investors), +1-212-301-7182, sneath@wcpglobal.com; or Jani Bergan (Media), +1-415-946-1064, jbergan@wcpglobal.com, both of WeissComm Partners; or Rebecca Birbach (Investors), Burns McClellan, +1-212-213-0006, rbirbach@burnsmc.com